What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2025-11-13 compared with 2025-08-20 · 46 added, 41 removed, 12 unchanged (88% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is

accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

the supervision and with the participation of our current management, including our CEO and CFO, we evaluated the effectiveness of our

disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), as of June 30, 2025.

Based on this evaluation of our disclosure controls and procedures, our CEO and

CFO have concluded that our disclosure controls and procedures were not effective as of June 30, 2025, because of certain material weaknesses

in our internal control over financial reporting, as further described below.

Notwithstanding

the conclusion by our CEO and CFO that our disclosure controls and procedures as of June 30, 2025, were not effective, and notwithstanding

the material weaknesses in our internal control over financial reporting described below, management believes that the consolidated financial

statements and related financial information included in this Interim Report on Form 10-Q fairly present in all material respects our

financial condition, results of operations, and cash flows as of the dates presented, and for the periods ended on such dates, in conformity

with accounting principles generally accepted in the United States of America (“U.S.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures

are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our principal executive officer and principal financial officer or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of our current management, including our CEO and CFO, we evaluated the effectiveness of our disclosure controls

and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), as of September 30, 2025.

Based on this evaluation of our disclosure controls and procedures, our CEO and CFO have concluded

that our disclosure controls and procedures were not effective as of September 30, 2025 because of certain material weaknesses in our

internal control over financial reporting, as further described below.

Notwithstanding the conclusion

by our CEO and CFO that our disclosure controls and procedures as of September 30, 2025, were not effective, and notwithstanding the material

weaknesses in our internal control over financial reporting described below, management believes that the consolidated financial statements

and related financial information included in this Interim Report on Form 10-Q fairly present in all material respects our financial condition,

results of operations, and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting

principles generally accepted in the United States of America (“U.S.

Material Weaknesses

Costs of Goods Sold.

the preparation of financial statements for the quarter ended June 30, 2025, management identified multiple costs that were improperly

included in cost of goods sold in the prior quarter ended March 31, 2025.

The root cause of the error was a lack of a preventative control

During the preparation of financial statements for the quarter ended June 30, 2025, management identified multiple costs that were improperly

included in cost of goods sold in the quarter ended March 31, 2025, as well as for the three and nine months ended September 30, 2024,

as disclosed in Note 4 of this condensed consolidated financial statements.

The root cause of the error was a lack of preventative control

designed to ensure proper categorization of expenses on purchase orders generated by our operating departments.

Furthermore, the Company

lacked a detective control designed to ensure finance department management analyzed the cost of goods sold period over period increases

aligned with budgeted and actual level of production.

Our failure to properly design and implement adequate controls over financial reporting

resulted in a $310,160 overstatement of cost of goods sold and corresponding understatement of total operating expenses.

See Note 4 of

the condensed consolidated financial statements (unaudited) included in this Quarterly Report on Form 10-Q.

In addition, the Company

lacked detective controls to ensure finance management reviewed period-over-period changes in cost of goods sold relative to budgeted

and actual production levels.

As a result of these control deficiencies, cost of goods sold was overstated by $310,160 for the three months

ended March 31, 2025, with a corresponding understatement of total operating expenses, and by $137,204 for the three and nine months ended

September 30, 2024, also with a corresponding understatement of total operating expenses.

See Note 4 of the condensed consolidated financial

statements (unaudited) included in this Quarterly Report on Form 10-Q.

Accounting Personnel and

7 unchanged sentences

to financial reporting in a timely manner.

Value Calculation Controls.

In addition, management identified a material weakness in the design of internal controls related to

the review of the fair value calculation of SAFE notes performed by a third-party valuation specialist.

The controls lacked the precision

needed to detect inappropriate inputs that could materially impact valuation.

Company is actively working to remediate the material weakness identified in this section captioned “ Part I, Item 4.

and Procedures .” Remediation efforts include enhancing the design and implementation of controls over the accounting for financial

instruments and hiring additional qualified accounting personnel.

Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

II - OTHER INFORMATION

Legal Proceedings.

Fair Value Calculation

In addition, management identified a material weaknesses in the design of internal controls related to the review

of the fair value calculation of SAFE notes performed by a third-party valuation specialist.

The controls lacked the precision needed

to detect inappropriate inputs that could materially impact valuation.

The Company is actively working

to develop and implement remediation plans related to the material weakness identified in this section captioned “ Part I, Item

Controls and Procedures .” Remediation efforts include enhancing the design and implementation of controls over the accounting

for financial instruments and hiring additional qualified accounting personnel.

Internal Control over Financial Reporting

There were no changes in our

internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most

recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial

PART II - OTHER INFORMATION

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures